ZH 6-K
Zhihu Inc. (ZH)
6-K
2026-08-31
For: 2026-08-31
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Added on
August 31, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2026
Commission File Number: 001-40253
Zhihu Inc.
(Registrant’s Name)
18 Xueqing Road
Haidian District, Beijing 100083
People’s Republic of China
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Zhihu Inc. | ||
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| By | : | /s/ Han Wang |
| Name | : | Han Wang |
| Title | : | Chief Financial Officer |
Date: August 31, 2026
Exhibit 99.1
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FF305<br>Page 1 of 9 v 1.3.0<br>Next Day Disclosure Return<br>(Equity issuer - changes in issued shares or treasury shares, share buybacks and/or on-market sales of treasury shares)<br>Instrument: Equity issuer Status: New Submission<br>Name of Issuer: Zhihu Inc.<br>Date Submitted: 24 August 2026<br>Section I must be completed by a listed issuer where there has been a change in its issued shares or treasury shares which is discloseable pursuant to rule 13.25A of the Rules Governing the<br>Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Exchange”) (the “Main Board Rules”) or rule 17.27A of the Rules Governing the Listing of Securities on GEM of the<br>Exchange (the “GEM Rules”).<br>Section I<br>1. Class of shares WVR ordinary shares Type of shares A Listed on the Exchange Yes<br>Stock code (if listed) 02390 Description<br>A. Changes in issued shares or treasury shares<br>Events<br>Changes in issued shares<br>(excluding treasury shares)<br>Number of issued<br>shares (excluding<br>treasury shares)<br>As a % of existing<br>number of issued<br>shares (excluding<br>treasury shares) before<br>the relevant event<br>(Note 3)<br>Changes in treasury<br>shares<br>Number of treasury<br>shares<br>Issue/ selling price per<br>share (Note 4)<br>Total number of issued<br>shares<br>Opening balance as at (Note 1) 20 August 2026 244,789,786 0 244,789,786<br>1). Other (please specify)<br>See Part B<br>Date of changes 21 August 2026<br>%<br>Closing balance as at (Notes 5 and 6) 21 August 2026 244,789,786 0 244,789,786 |
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FF305<br>Page 2 of 9 v 1.3.0<br>B. Shares redeemed or repurchased for cancellation but not yet cancelled as at the closing balance date (Notes 5 and 6)<br>1). Shares repurchased for cancellation but not yet canceled<br>Date of changes 01 July 2026<br>108,498 0.041 % USD 1.058<br>2). Shares repurchased for cancellation but not yet canceled<br>Date of changes 02 July 2026<br>135,000 0.051 % USD 1.0484<br>3). Shares repurchased for cancellation but not yet canceled<br>Date of changes 06 July 2026<br>113,208 0.043 % USD 1.0608<br>4). Shares repurchased for cancellation but not yet canceled<br>Date of changes 07 July 2026<br>100,641 0.038 % USD 1.0811<br>5). Shares repurchased for cancellation but not yet canceled<br>Date of changes 08 July 2026<br>111,318 0.042 % USD 1.0705<br>6). Shares repurchased for cancellation but not yet canceled<br>Date of changes 09 July 2026<br>124,254 0.047 % USD 1.0615<br>7). Shares repurchased for cancellation but not yet canceled<br>Date of changes 10 July 2026<br>122,445 0.046 % USD 1.0899<br>8). Shares repurchased for cancellation but not yet canceled<br>Date of changes 13 July 2026<br>131,334 0.049 % USD 1.0908<br>9). Shares repurchased for cancellation but not yet canceled<br>Date of changes 14 July 2026<br>129,330 0.049 % USD 1.0944<br>10). Shares repurchased for cancellation but not yet canceled<br>Date of changes 15 July 2026<br>127,896 0.048 % USD 1.0944<br>11). Shares repurchased for cancellation but not yet canceled<br>Date of changes 16 July 2026<br>90,432 0.034 % USD 1.0858 |
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FF305<br>Page 3 of 9 v 1.3.0<br>12). Shares repurchased for cancellation but not yet canceled<br>Date of changes 17 July 2026<br>112,047 0.042 % USD 1.0523<br>13). Shares repurchased for cancellation but not yet canceled<br>Date of changes 20 July 2026<br>126,138 0.047 % USD 1.0626<br>14). Shares repurchased for cancellation but not yet canceled<br>Date of changes 21 July 2026<br>77,673 0.029 % USD 1.0594<br>15). Shares repurchased for cancellation but not yet canceled<br>Date of changes 22 July 2026<br>84,732 0.032 % USD 1.0557<br>16). Shares repurchased for cancellation but not yet canceled<br>Date of changes 23 July 2026<br>127,761 0.048 % USD 1.0416<br>17). Shares repurchased for cancellation but not yet canceled<br>Date of changes 24 July 2026<br>131,601 0.049 % USD 1.0576<br>18). Shares repurchased for cancellation but not yet canceled<br>Date of changes 27 July 2026<br>114,864 0.043 % USD 1.0785<br>19). Shares repurchased for cancellation but not yet canceled<br>Date of changes 28 July 2026<br>98,460 0.038 % USD 1.0896<br>20). Shares repurchased for cancellation but not yet canceled<br>Date of changes 29 July 2026<br>104,430 0.04 % USD 1.1116<br>21). Shares repurchased for cancellation but not yet canceled<br>Date of changes 30 July 2026<br>105,000 0.04 % USD 1.0914<br>22). Shares repurchased for cancellation but not yet canceled<br>Date of changes 31 July 2026<br>97,752 0.038 % USD 1.0926<br>23). Shares repurchased for cancellation but not yet canceled<br>Date of changes 03 August 2026<br>97,581 0.038 % USD 1.1041 |
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FF305<br>Page 4 of 9 v 1.3.0<br>24). Shares repurchased for cancellation but not yet canceled<br>Date of changes 04 August 2026<br>105,000 0.04 % USD 1.1066<br>25). Shares repurchased for cancellation but not yet canceled<br>Date of changes 05 August 2026<br>100,644 0.039 % USD 1.0945<br>26). Shares repurchased for cancellation but not yet canceled<br>Date of changes 06 August 2026<br>96,618 0.037 % USD 1.0838<br>27). Shares repurchased for cancellation but not yet canceled<br>Date of changes 07 August 2026<br>80,502 0.031 % USD 1.0825<br>28). Shares repurchased for cancellation but not yet canceled<br>Date of changes 10 August 2026<br>101,289 0.039 % USD 1.0986<br>29). Shares repurchased for cancellation but not yet canceled<br>Date of changes 11 August 2026<br>95,079 0.037 % USD 1.1015<br>30). Shares repurchased for cancellation but not yet canceled<br>Date of changes 12 August 2026<br>86,001 0.033 % USD 1.0653<br>31). Shares repurchased for cancellation but not yet canceled<br>Date of changes 13 August 2026<br>99,522 0.038 % USD 1.0677<br>32). Shares repurchased for cancellation but not yet canceled<br>Date of changes 14 August 2026<br>105,000 0.04 % USD 1.0618<br>33). Shares repurchased for cancellation but not yet canceled<br>Date of changes 17 August 2026<br>119,613 0.046 % USD 1.0602<br>34). Shares repurchased for cancellation but not yet canceled<br>Date of changes 18 August 2026<br>125,856 0.048 % USD 1.045<br>35). Shares repurchased for cancellation but not yet canceled<br>Date of changes 19 August 2026<br>84,003 0.032 % USD 1.0551 |
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FF305<br>Page 5 of 9 v 1.3.0<br>36). Shares repurchased for cancellation but not yet canceled<br>Date of changes 20 August 2026<br>125,856 0.048 % USD 1.0583<br>37). Shares repurchased for cancellation but not yet canceled<br>Date of changes 21 August 2026<br>98,517 0.038 % USD 1.0739<br>Remarks: 32,839 ADS were repurchased on the New York Stock Exchange on August 21, 2026 (U.S. time) at US$3.2217 per ADS. Each ADS represents three class A ordinary<br>shares.<br>The percentage as stated in the above "Changes in issued shares (excluding treasury shares) as a % of existing number of issued shares (excluding treasury shares)<br>before the relevant event" column was calculated based on the Company's issued shares of 259,652,105 (comprising 244,789,786 Class A ordinary shares and<br>14,862,319 Class B ordinary shares). |
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FF305<br>Page 6 of 9 v 1.3.0<br>Confirmation Not applicable<br>Notes to Section I:<br>1. Please insert the closing balance date of the last Next Day Disclosure Return published pursuant to Main Board Rule 13.25A / GEM Rule 17.27A or Monthly Return pursuant to Main<br>Board Rule 13.25B / GEM Rule 17.27B, whichever is the later.<br>2. Please set out all changes in issued shares or treasury shares requiring disclosure pursuant to Main Board Rule 13.25A / GEM Rule 17.27A together with the relevant dates of<br>changes. Each category will need to be disclosed individually with sufficient information to enable the user to identify the relevant category in the listed issuer's Monthly Return. For<br>example, multiple issues of shares as a result of multiple exercises of share options under the same share option scheme or of multiple conversions under the same convertible note<br>must be aggregated and disclosed as one category. However, if the issues resulted from exercises of share options under 2 share option schemes or conversions of 2 convertible<br>notes, these must be disclosed as 2 separate categories.<br>3. The percentage change in the number of issued shares (excluding treasury shares) of the listed issuer is to be calculated by reference to the opening balance of the number of issued<br>shares (excluding treasury shares) being disclosed in this Next Day Disclosure Return.<br>4. In the case of a share repurchase or redemption, the “issue/ selling price per share” shall be construed as “repurchase price per share” or “redemption price per share”.<br>Where shares have been issued/ sold/ repurchased/ redeemed at more than one price per share, a volume-weighted average price per share should be given.<br>5. The closing balance date is the date of the last relevant event being disclosed.<br>6. For repurchase or redemption of shares, disclosure is required when the relevant event has occurred (subject to the provisions of Main Board Rules 10.06(4)(a), 13.25A and 13.31 /<br>GEM Rules 13.13(1), 17.27A and 17.35), even if the repurchased or redeemed shares have not yet been cancelled.<br>If repurchased or redeemed shares are to be cancelled upon settlement of such repurchase or redemption after the closing balance date, they shall remain part of the issued shares as<br>at the closing balance date in Part A. Details of these repurchased or redeemed shares shall be disclosed in Part B.<br>7. Items (i) to (viii) are suggested forms of confirmation. The listed issuer may amend the item(s) that is/are not applicable to meet individual cases.<br>8. “Identical” means in this context:<br>- the securities are of the same nominal value with the same amount called up or paid up;<br>- they are entitled to dividend/interest at the same rate and for the same period, so that at the next ensuing distribution, the dividend/interest payable per unit will amount to<br>exactly the same sum (gross and net); and<br>- they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects. |
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FF305<br>Page 7 of 9 v 1.3.0<br>Section II must also be completed by a listed issuer where it has made a repurchase of shares which is discloseable under Main Board Rule 10.06(4)(a) / GEM Rule 13.13(1).<br>Repurchase report<br>Section II<br>1. Class of shares WVR ordinary shares Type of shares A Listed on the Exchange Yes<br>Stock code (if listed) 02390 Description<br>A. Repurchase report<br>Trading date Number of shares<br>repurchased<br>Method of repurchase<br>(Note 1)<br>Repurchase price per share or<br>highest repurchase price per<br>share $<br>Lowest repurchase<br>price per share $ Aggregate price paid $<br>1). 21 August 2026 98,517 On another stock exchange<br>New York Stock Exchange<br>USD 1.08 USD 1.065 USD 105,795.7<br>Total number of shares<br>repurchased 98,517 Aggregate price paid $ USD 105,795.7<br>Number of shares<br>repurchased for<br>cancellation<br>98,517<br>Number of shares<br>repurchased for holding<br>as treasury shares<br>0<br>B. Additional information for issuer who has a primary listing on the Exchange<br>1). Date of the resolution granting the repurchase mandate 30 June 2026<br>2). Total number of shares which the issuer is authorised to repurchase under the repurchase mandate 25,461,758<br>3). Number of shares repurchased on the Exchange or another stock exchange under the repurchase mandate (a) 4,135,704<br>4). As a % of number of issued shares (excluding treasury shares) as at the date of the resolution granting the repurchase mandate<br>(a) x 100 / number of issued shares (excluding treasury shares) as at the date of the resolution granting the repurchase mandate<br>1.624 %<br>5). Moratorium period for any issue of new shares, or sale or transfer of treasury shares after the share repurchase(s) set out in Part A<br>(Note 2)<br>Up to 20 September 2026 |
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FF305<br>Page 8 of 9 v 1.3.0<br>We hereby confirm that the repurchases made on another stock exchange set out in Part A above were made in accordance with the Main Board Rules and that there have been no material<br>changes to the particulars contained in the Explanatory Statement dated June 8, 2026, which has been filed with the Exchange. We also confirm that any repurchases made on another stock<br>exchange set out in Part A above were made in accordance with the domestic rules applying to repurchases on that other stock exchange.<br>Remarks: B2) 25,461,758 was calculated based on 10% of the total number of issued and outstanding shares (excluding treasury shares) of the Company as at 30 June 2026,<br>comprising 245,733,181 Class A ordinary shares (excluding 5,174,334 bulk issuance shares) and 15,233,755 Class B ordinary shares, deducting a total of 6,349,356<br>Class A ordinary shares represented by ADSs were repurchased on the New York Stock Exchange for cancellation but not yet canceled as at 30 June 2026.<br>Notes to Section II:<br>1. Please state whether the repurchase was made on the Exchange, on another stock exchange (stating the name of the exchange), by private arrangement or by general offer.<br>2. Subject to the carve-out set out in Main Board Rule 10.06(3)(a)/ GEM Rule 13.12, an issuer may not (i) make a new issue of shares, or a sale or transfer of any treasury shares; or (ii)<br>announce a proposed new issue of shares, or a sale or transfer of any treasury shares, for a period of 30 days after any purchase by it of shares, whether on the Exchange or otherwise,<br>without the prior approval of the Exchange. |
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FF305<br>Page 9 of 9 v 1.3.0<br>Section III must also be completed by a listed issuer where it has made a sale of treasury shares on the Exchange or any other stock exchange on which the issuer is listed which is discloseable<br>under Main Board Rule 10.06B / GEM Rule 13.14B.<br>Report of on-market sale of treasury shares Not applicable<br>Submitted by: Lau Yee Wa<br>(Name)<br>Title: Company Secretary<br>(Director, Secretary or other Duly Authorised Officer) |
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Exhibit 99.2
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FF305<br>Page 1 of 9 v 1.3.0<br>Next Day Disclosure Return<br>(Equity issuer - changes in issued shares or treasury shares, share buybacks and/or on-market sales of treasury shares)<br>Instrument: Equity issuer Status: New Submission<br>Name of Issuer: Zhihu Inc.<br>Date Submitted: 25 August 2026<br>Section I must be completed by a listed issuer where there has been a change in its issued shares or treasury shares which is discloseable pursuant to rule 13.25A of the Rules Governing the<br>Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Exchange”) (the “Main Board Rules”) or rule 17.27A of the Rules Governing the Listing of Securities on GEM of the<br>Exchange (the “GEM Rules”).<br>Section I<br>1. Class of shares WVR ordinary shares Type of shares A Listed on the Exchange Yes<br>Stock code (if listed) 02390 Description<br>A. Changes in issued shares or treasury shares<br>Events<br>Changes in issued shares<br>(excluding treasury shares)<br>Number of issued<br>shares (excluding<br>treasury shares)<br>As a % of existing<br>number of issued<br>shares (excluding<br>treasury shares) before<br>the relevant event<br>(Note 3)<br>Changes in treasury<br>shares<br>Number of treasury<br>shares<br>Issue/ selling price per<br>share (Note 4)<br>Total number of issued<br>shares<br>Opening balance as at (Note 1) 21 August 2026 244,789,786 0 244,789,786<br>1). Other (please specify)<br>See Part B<br>Date of changes 24 August 2026<br>%<br>Closing balance as at (Notes 5 and 6) 24 August 2026 244,789,786 0 244,789,786 |
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FF305<br>Page 2 of 9 v 1.3.0<br>B. Shares redeemed or repurchased for cancellation but not yet cancelled as at the closing balance date (Notes 5 and 6)<br>1). Shares repurchased for cancellation but not yet canceled<br>Date of changes 01 July 2026<br>108,498 0.041 % USD 1.058<br>2). Shares repurchased for cancellation but not yet canceled<br>Date of changes 02 July 2026<br>135,000 0.051 % USD 1.0484<br>3). Shares repurchased for cancellation but not yet canceled<br>Date of changes 06 July 2026<br>113,208 0.043 % USD 1.0608<br>4). Shares repurchased for cancellation but not yet canceled<br>Date of changes 07 July 2026<br>100,641 0.038 % USD 1.0811<br>5). Shares repurchased for cancellation but not yet canceled<br>Date of changes 08 July 2026<br>111,318 0.042 % USD 1.0705<br>6). Shares repurchased for cancellation but not yet canceled<br>Date of changes 09 July 2026<br>124,254 0.047 % USD 1.0615<br>7). Shares repurchased for cancellation but not yet canceled<br>Date of changes 10 July 2026<br>122,445 0.046 % USD 1.0899<br>8). Shares repurchased for cancellation but not yet canceled<br>Date of changes 13 July 2026<br>131,334 0.049 % USD 1.0908<br>9). Shares repurchased for cancellation but not yet canceled<br>Date of changes 14 July 2026<br>129,330 0.049 % USD 1.0944<br>10). Shares repurchased for cancellation but not yet canceled<br>Date of changes 15 July 2026<br>127,896 0.048 % USD 1.0944<br>11). Shares repurchased for cancellation but not yet canceled<br>Date of changes 16 July 2026<br>90,432 0.034 % USD 1.0858 |
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FF305<br>Page 3 of 9 v 1.3.0<br>12). Shares repurchased for cancellation but not yet canceled<br>Date of changes 17 July 2026<br>112,047 0.042 % USD 1.0523<br>13). Shares repurchased for cancellation but not yet canceled<br>Date of changes 20 July 2026<br>126,138 0.047 % USD 1.0626<br>14). Shares repurchased for cancellation but not yet canceled<br>Date of changes 21 July 2026<br>77,673 0.029 % USD 1.0594<br>15). Shares repurchased for cancellation but not yet canceled<br>Date of changes 22 July 2026<br>84,732 0.032 % USD 1.0557<br>16). Shares repurchased for cancellation but not yet canceled<br>Date of changes 23 July 2026<br>127,761 0.048 % USD 1.0416<br>17). Shares repurchased for cancellation but not yet canceled<br>Date of changes 24 July 2026<br>131,601 0.049 % USD 1.0576<br>18). Shares repurchased for cancellation but not yet canceled<br>Date of changes 27 July 2026<br>114,864 0.043 % USD 1.0785<br>19). Shares repurchased for cancellation but not yet canceled<br>Date of changes 28 July 2026<br>98,460 0.038 % USD 1.0896<br>20). Shares repurchased for cancellation but not yet canceled<br>Date of changes 29 July 2026<br>104,430 0.04 % USD 1.1116<br>21). Shares repurchased for cancellation but not yet canceled<br>Date of changes 30 July 2026<br>105,000 0.04 % USD 1.0914<br>22). Shares repurchased for cancellation but not yet canceled<br>Date of changes 31 July 2026<br>97,752 0.038 % USD 1.0926<br>23). Shares repurchased for cancellation but not yet canceled<br>Date of changes 03 August 2026<br>97,581 0.038 % USD 1.1041 |
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FF305<br>Page 4 of 9 v 1.3.0<br>24). Shares repurchased for cancellation but not yet canceled<br>Date of changes 04 August 2026<br>105,000 0.04 % USD 1.1066<br>25). Shares repurchased for cancellation but not yet canceled<br>Date of changes 05 August 2026<br>100,644 0.039 % USD 1.0945<br>26). Shares repurchased for cancellation but not yet canceled<br>Date of changes 06 August 2026<br>96,618 0.037 % USD 1.0838<br>27). Shares repurchased for cancellation but not yet canceled<br>Date of changes 07 August 2026<br>80,502 0.031 % USD 1.0825<br>28). Shares repurchased for cancellation but not yet canceled<br>Date of changes 10 August 2026<br>101,289 0.039 % USD 1.0986<br>29). Shares repurchased for cancellation but not yet canceled<br>Date of changes 11 August 2026<br>95,079 0.037 % USD 1.1015<br>30). Shares repurchased for cancellation but not yet canceled<br>Date of changes 12 August 2026<br>86,001 0.033 % USD 1.0653<br>31). Shares repurchased for cancellation but not yet canceled<br>Date of changes 13 August 2026<br>99,522 0.038 % USD 1.0677<br>32). Shares repurchased for cancellation but not yet canceled<br>Date of changes 14 August 2026<br>105,000 0.04 % USD 1.0618<br>33). Shares repurchased for cancellation but not yet canceled<br>Date of changes 17 August 2026<br>119,613 0.046 % USD 1.0602<br>34). Shares repurchased for cancellation but not yet canceled<br>Date of changes 18 August 2026<br>125,856 0.048 % USD 1.045<br>35). Shares repurchased for cancellation but not yet canceled<br>Date of changes 19 August 2026<br>84,003 0.032 % USD 1.0551 |
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FF305<br>Page 5 of 9 v 1.3.0<br>36). Shares repurchased for cancellation but not yet canceled<br>Date of changes 20 August 2026<br>125,856 0.048 % USD 1.0583<br>37). Shares repurchased for cancellation but not yet canceled<br>Date of changes 21 August 2026<br>98,517 0.038 % USD 1.0739<br>38). Shares repurchased for cancellation but not yet canceled<br>Date of changes 24 August 2026<br>76,596 0.029 % USD 1.0643<br>Remarks: 25,532 ADS were repurchased on the New York Stock Exchange on August 24, 2026 (U.S. time) at US$3.1928 per ADS. Each ADS represents three class A ordinary<br>shares.<br>The percentage as stated in the above "Changes in issued shares (excluding treasury shares) as a % of existing number of issued shares (excluding treasury shares)<br>before the relevant event" column was calculated based on the Company's issued shares of 259,652,105 (comprising 244,789,786 Class A ordinary shares and<br>14,862,319 Class B ordinary shares). |
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FF305<br>Page 6 of 9 v 1.3.0<br>Confirmation Not applicable<br>Notes to Section I:<br>1. Please insert the closing balance date of the last Next Day Disclosure Return published pursuant to Main Board Rule 13.25A / GEM Rule 17.27A or Monthly Return pursuant to Main<br>Board Rule 13.25B / GEM Rule 17.27B, whichever is the later.<br>2. Please set out all changes in issued shares or treasury shares requiring disclosure pursuant to Main Board Rule 13.25A / GEM Rule 17.27A together with the relevant dates of<br>changes. Each category will need to be disclosed individually with sufficient information to enable the user to identify the relevant category in the listed issuer's Monthly Return. For<br>example, multiple issues of shares as a result of multiple exercises of share options under the same share option scheme or of multiple conversions under the same convertible note<br>must be aggregated and disclosed as one category. However, if the issues resulted from exercises of share options under 2 share option schemes or conversions of 2 convertible<br>notes, these must be disclosed as 2 separate categories.<br>3. The percentage change in the number of issued shares (excluding treasury shares) of the listed issuer is to be calculated by reference to the opening balance of the number of issued<br>shares (excluding treasury shares) being disclosed in this Next Day Disclosure Return.<br>4. In the case of a share repurchase or redemption, the “issue/ selling price per share” shall be construed as “repurchase price per share” or “redemption price per share”.<br>Where shares have been issued/ sold/ repurchased/ redeemed at more than one price per share, a volume-weighted average price per share should be given.<br>5. The closing balance date is the date of the last relevant event being disclosed.<br>6. For repurchase or redemption of shares, disclosure is required when the relevant event has occurred (subject to the provisions of Main Board Rules 10.06(4)(a), 13.25A and 13.31 /<br>GEM Rules 13.13(1), 17.27A and 17.35), even if the repurchased or redeemed shares have not yet been cancelled.<br>If repurchased or redeemed shares are to be cancelled upon settlement of such repurchase or redemption after the closing balance date, they shall remain part of the issued shares as<br>at the closing balance date in Part A. Details of these repurchased or redeemed shares shall be disclosed in Part B.<br>7. Items (i) to (viii) are suggested forms of confirmation. The listed issuer may amend the item(s) that is/are not applicable to meet individual cases.<br>8. “Identical” means in this context:<br>- the securities are of the same nominal value with the same amount called up or paid up;<br>- they are entitled to dividend/interest at the same rate and for the same period, so that at the next ensuing distribution, the dividend/interest payable per unit will amount to<br>exactly the same sum (gross and net); and<br>- they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects. |
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FF305<br>Page 7 of 9 v 1.3.0<br>Section II must also be completed by a listed issuer where it has made a repurchase of shares which is discloseable under Main Board Rule 10.06(4)(a) / GEM Rule 13.13(1).<br>Repurchase report<br>Section II<br>1. Class of shares WVR ordinary shares Type of shares A Listed on the Exchange Yes<br>Stock code (if listed) 02390 Description<br>A. Repurchase report<br>Trading date Number of shares<br>repurchased<br>Method of repurchase<br>(Note 1)<br>Repurchase price per share or<br>highest repurchase price per<br>share $<br>Lowest repurchase<br>price per share $ Aggregate price paid $<br>1). 24 August 2026 76,596 On another stock exchange<br>New York Stock Exchange<br>USD 1.0667 USD 1.0583 USD 81,517.49<br>Total number of shares<br>repurchased 76,596 Aggregate price paid $ USD 81,517.49<br>Number of shares<br>repurchased for<br>cancellation<br>76,596<br>Number of shares<br>repurchased for holding<br>as treasury shares<br>0<br>B. Additional information for issuer who has a primary listing on the Exchange<br>1). Date of the resolution granting the repurchase mandate 30 June 2026<br>2). Total number of shares which the issuer is authorised to repurchase under the repurchase mandate 25,461,758<br>3). Number of shares repurchased on the Exchange or another stock exchange under the repurchase mandate (a) 4,212,300<br>4). As a % of number of issued shares (excluding treasury shares) as at the date of the resolution granting the repurchase mandate<br>(a) x 100 / number of issued shares (excluding treasury shares) as at the date of the resolution granting the repurchase mandate<br>1.654 %<br>5). Moratorium period for any issue of new shares, or sale or transfer of treasury shares after the share repurchase(s) set out in Part A<br>(Note 2)<br>Up to 23 September 2026 |
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FF305<br>Page 8 of 9 v 1.3.0<br>We hereby confirm that the repurchases made on another stock exchange set out in Part A above were made in accordance with the Main Board Rules and that there have been no material<br>changes to the particulars contained in the Explanatory Statement dated June 8, 2026, which has been filed with the Exchange. We also confirm that any repurchases made on another stock<br>exchange set out in Part A above were made in accordance with the domestic rules applying to repurchases on that other stock exchange.<br>Remarks: B2) 25,461,758 was calculated based on 10% of the total number of issued and outstanding shares (excluding treasury shares) of the Company as at 30 June 2026,<br>comprising 245,733,181 Class A ordinary shares (excluding 5,174,334 bulk issuance shares) and 15,233,755 Class B ordinary shares, deducting a total of 6,349,356<br>Class A ordinary shares represented by ADSs were repurchased on the New York Stock Exchange for cancellation but not yet canceled as at 30 June 2026.<br>Notes to Section II:<br>1. Please state whether the repurchase was made on the Exchange, on another stock exchange (stating the name of the exchange), by private arrangement or by general offer.<br>2. Subject to the carve-out set out in Main Board Rule 10.06(3)(a)/ GEM Rule 13.12, an issuer may not (i) make a new issue of shares, or a sale or transfer of any treasury shares; or (ii)<br>announce a proposed new issue of shares, or a sale or transfer of any treasury shares, for a period of 30 days after any purchase by it of shares, whether on the Exchange or otherwise,<br>without the prior approval of the Exchange. |
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FF305<br>Page 9 of 9 v 1.3.0<br>Section III must also be completed by a listed issuer where it has made a sale of treasury shares on the Exchange or any other stock exchange on which the issuer is listed which is discloseable<br>under Main Board Rule 10.06B / GEM Rule 13.14B.<br>Report of on-market sale of treasury shares Not applicable<br>Submitted by: Lau Yee Wa<br>(Name)<br>Title: Company Secretary<br>(Director, Secretary or other Duly Authorised Officer) |
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Exhibit 99.3
 |
FF305<br>Page 1 of 9 v 1.3.0<br>Next Day Disclosure Return<br>(Equity issuer - changes in issued shares or treasury shares, share buybacks and/or on-market sales of treasury shares)<br>Instrument: Equity issuer Status: New Submission<br>Name of Issuer: Zhihu Inc.<br>Date Submitted: 26 August 2026<br>Section I must be completed by a listed issuer where there has been a change in its issued shares or treasury shares which is discloseable pursuant to rule 13.25A of the Rules Governing the<br>Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Exchange”) (the “Main Board Rules”) or rule 17.27A of the Rules Governing the Listing of Securities on GEM of the<br>Exchange (the “GEM Rules”).<br>Section I<br>1. Class of shares WVR ordinary shares Type of shares A Listed on the Exchange Yes<br>Stock code (if listed) 02390 Description<br>A. Changes in issued shares or treasury shares<br>Events<br>Changes in issued shares<br>(excluding treasury shares)<br>Number of issued<br>shares (excluding<br>treasury shares)<br>As a % of existing<br>number of issued<br>shares (excluding<br>treasury shares) before<br>the relevant event<br>(Note 3)<br>Changes in treasury<br>shares<br>Number of treasury<br>shares<br>Issue/ selling price per<br>share (Note 4)<br>Total number of issued<br>shares<br>Opening balance as at (Note 1) 24 August 2026 244,789,786 0 244,789,786<br>1). Other (please specify)<br>See Part B<br>Date of changes 25 August 2026<br>%<br>Closing balance as at (Notes 5 and 6) 25 August 2026 244,789,786 0 244,789,786 |
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FF305<br>Page 2 of 9 v 1.3.0<br>B. Shares redeemed or repurchased for cancellation but not yet cancelled as at the closing balance date (Notes 5 and 6)<br>1). Shares repurchased for cancellation but not yet canceled<br>Date of changes 01 July 2026<br>108,498 0.041 % USD 1.058<br>2). Shares repurchased for cancellation but not yet canceled<br>Date of changes 02 July 2026<br>135,000 0.051 % USD 1.0484<br>3). Shares repurchased for cancellation but not yet canceled<br>Date of changes 06 July 2026<br>113,208 0.043 % USD 1.0608<br>4). Shares repurchased for cancellation but not yet canceled<br>Date of changes 07 July 2026<br>100,641 0.038 % USD 1.0811<br>5). Shares repurchased for cancellation but not yet canceled<br>Date of changes 08 July 2026<br>111,318 0.042 % USD 1.0705<br>6). Shares repurchased for cancellation but not yet canceled<br>Date of changes 09 July 2026<br>124,254 0.047 % USD 1.0615<br>7). Shares repurchased for cancellation but not yet canceled<br>Date of changes 10 July 2026<br>122,445 0.046 % USD 1.0899<br>8). Shares repurchased for cancellation but not yet canceled<br>Date of changes 13 July 2026<br>131,334 0.049 % USD 1.0908<br>9). Shares repurchased for cancellation but not yet canceled<br>Date of changes 14 July 2026<br>129,330 0.049 % USD 1.0944<br>10). Shares repurchased for cancellation but not yet canceled<br>Date of changes 15 July 2026<br>127,896 0.048 % USD 1.0944<br>11). Shares repurchased for cancellation but not yet canceled<br>Date of changes 16 July 2026<br>90,432 0.034 % USD 1.0858 |
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FF305<br>Page 3 of 9 v 1.3.0<br>12). Shares repurchased for cancellation but not yet canceled<br>Date of changes 17 July 2026<br>112,047 0.042 % USD 1.0523<br>13). Shares repurchased for cancellation but not yet canceled<br>Date of changes 20 July 2026<br>126,138 0.047 % USD 1.0626<br>14). Shares repurchased for cancellation but not yet canceled<br>Date of changes 21 July 2026<br>77,673 0.029 % USD 1.0594<br>15). Shares repurchased for cancellation but not yet canceled<br>Date of changes 22 July 2026<br>84,732 0.032 % USD 1.0557<br>16). Shares repurchased for cancellation but not yet canceled<br>Date of changes 23 July 2026<br>127,761 0.048 % USD 1.0416<br>17). Shares repurchased for cancellation but not yet canceled<br>Date of changes 24 July 2026<br>131,601 0.049 % USD 1.0576<br>18). Shares repurchased for cancellation but not yet canceled<br>Date of changes 27 July 2026<br>114,864 0.043 % USD 1.0785<br>19). Shares repurchased for cancellation but not yet canceled<br>Date of changes 28 July 2026<br>98,460 0.038 % USD 1.0896<br>20). Shares repurchased for cancellation but not yet canceled<br>Date of changes 29 July 2026<br>104,430 0.04 % USD 1.1116<br>21). Shares repurchased for cancellation but not yet canceled<br>Date of changes 30 July 2026<br>105,000 0.04 % USD 1.0914<br>22). Shares repurchased for cancellation but not yet canceled<br>Date of changes 31 July 2026<br>97,752 0.038 % USD 1.0926<br>23). Shares repurchased for cancellation but not yet canceled<br>Date of changes 03 August 2026<br>97,581 0.038 % USD 1.1041 |
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FF305<br>Page 4 of 9 v 1.3.0<br>24). Shares repurchased for cancellation but not yet canceled<br>Date of changes 04 August 2026<br>105,000 0.04 % USD 1.1066<br>25). Shares repurchased for cancellation but not yet canceled<br>Date of changes 05 August 2026<br>100,644 0.039 % USD 1.0945<br>26). Shares repurchased for cancellation but not yet canceled<br>Date of changes 06 August 2026<br>96,618 0.037 % USD 1.0838<br>27). Shares repurchased for cancellation but not yet canceled<br>Date of changes 07 August 2026<br>80,502 0.031 % USD 1.0825<br>28). Shares repurchased for cancellation but not yet canceled<br>Date of changes 10 August 2026<br>101,289 0.039 % USD 1.0986<br>29). Shares repurchased for cancellation but not yet canceled<br>Date of changes 11 August 2026<br>95,079 0.037 % USD 1.1015<br>30). Shares repurchased for cancellation but not yet canceled<br>Date of changes 12 August 2026<br>86,001 0.033 % USD 1.0653<br>31). Shares repurchased for cancellation but not yet canceled<br>Date of changes 13 August 2026<br>99,522 0.038 % USD 1.0677<br>32). Shares repurchased for cancellation but not yet canceled<br>Date of changes 14 August 2026<br>105,000 0.04 % USD 1.0618<br>33). Shares repurchased for cancellation but not yet canceled<br>Date of changes 17 August 2026<br>119,613 0.046 % USD 1.0602<br>34). Shares repurchased for cancellation but not yet canceled<br>Date of changes 18 August 2026<br>125,856 0.048 % USD 1.045<br>35). Shares repurchased for cancellation but not yet canceled<br>Date of changes 19 August 2026<br>84,003 0.032 % USD 1.0551 |
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FF305<br>Page 5 of 9 v 1.3.0<br>36). Shares repurchased for cancellation but not yet canceled<br>Date of changes 20 August 2026<br>125,856 0.048 % USD 1.0583<br>37). Shares repurchased for cancellation but not yet canceled<br>Date of changes 21 August 2026<br>98,517 0.038 % USD 1.0739<br>38). Shares repurchased for cancellation but not yet canceled<br>Date of changes 24 August 2026<br>76,596 0.029 % USD 1.0643<br>39). Shares repurchased for cancellation but not yet canceled<br>Date of changes 25 August 2026<br>126,291 0.049 % USD 1.0561<br>Remarks: 42,097 ADS were repurchased on the New York Stock Exchange on August 25, 2026 (U.S. time) at US$3.1684 per ADS. Each ADS represents three class A ordinary<br>shares.<br>The percentage as stated in the above "Changes in issued shares (excluding treasury shares) as a % of existing number of issued shares (excluding treasury shares)<br>before the relevant event" column was calculated based on the Company's issued shares of 259,652,105 (comprising 244,789,786 Class A ordinary shares and<br>14,862,319 Class B ordinary shares). |
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FF305<br>Page 6 of 9 v 1.3.0<br>Confirmation Not applicable<br>Notes to Section I:<br>1. Please insert the closing balance date of the last Next Day Disclosure Return published pursuant to Main Board Rule 13.25A / GEM Rule 17.27A or Monthly Return pursuant to Main<br>Board Rule 13.25B / GEM Rule 17.27B, whichever is the later.<br>2. Please set out all changes in issued shares or treasury shares requiring disclosure pursuant to Main Board Rule 13.25A / GEM Rule 17.27A together with the relevant dates of<br>changes. Each category will need to be disclosed individually with sufficient information to enable the user to identify the relevant category in the listed issuer's Monthly Return. For<br>example, multiple issues of shares as a result of multiple exercises of share options under the same share option scheme or of multiple conversions under the same convertible note<br>must be aggregated and disclosed as one category. However, if the issues resulted from exercises of share options under 2 share option schemes or conversions of 2 convertible<br>notes, these must be disclosed as 2 separate categories.<br>3. The percentage change in the number of issued shares (excluding treasury shares) of the listed issuer is to be calculated by reference to the opening balance of the number of issued<br>shares (excluding treasury shares) being disclosed in this Next Day Disclosure Return.<br>4. In the case of a share repurchase or redemption, the “issue/ selling price per share” shall be construed as “repurchase price per share” or “redemption price per share”.<br>Where shares have been issued/ sold/ repurchased/ redeemed at more than one price per share, a volume-weighted average price per share should be given.<br>5. The closing balance date is the date of the last relevant event being disclosed.<br>6. For repurchase or redemption of shares, disclosure is required when the relevant event has occurred (subject to the provisions of Main Board Rules 10.06(4)(a), 13.25A and 13.31 /<br>GEM Rules 13.13(1), 17.27A and 17.35), even if the repurchased or redeemed shares have not yet been cancelled.<br>If repurchased or redeemed shares are to be cancelled upon settlement of such repurchase or redemption after the closing balance date, they shall remain part of the issued shares as<br>at the closing balance date in Part A. Details of these repurchased or redeemed shares shall be disclosed in Part B.<br>7. Items (i) to (viii) are suggested forms of confirmation. The listed issuer may amend the item(s) that is/are not applicable to meet individual cases.<br>8. “Identical” means in this context:<br>- the securities are of the same nominal value with the same amount called up or paid up;<br>- they are entitled to dividend/interest at the same rate and for the same period, so that at the next ensuing distribution, the dividend/interest payable per unit will amount to<br>exactly the same sum (gross and net); and<br>- they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects. |
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FF305<br>Page 7 of 9 v 1.3.0<br>Section II must also be completed by a listed issuer where it has made a repurchase of shares which is discloseable under Main Board Rule 10.06(4)(a) / GEM Rule 13.13(1).<br>Repurchase report<br>Section II<br>1. Class of shares WVR ordinary shares Type of shares A Listed on the Exchange Yes<br>Stock code (if listed) 02390 Description<br>A. Repurchase report<br>Trading date Number of shares<br>repurchased<br>Method of repurchase<br>(Note 1)<br>Repurchase price per share or<br>highest repurchase price per<br>share $<br>Lowest repurchase<br>price per share $ Aggregate price paid $<br>1). 25 August 2026 126,291 On another stock exchange<br>New York Stock Exchange<br>USD 1.07 USD 1.0483 USD 133,380.87<br>Total number of shares<br>repurchased 126,291 Aggregate price paid $ USD 133,380.87<br>Number of shares<br>repurchased for<br>cancellation<br>126,291<br>Number of shares<br>repurchased for holding<br>as treasury shares<br>0<br>B. Additional information for issuer who has a primary listing on the Exchange<br>1). Date of the resolution granting the repurchase mandate 30 June 2026<br>2). Total number of shares which the issuer is authorised to repurchase under the repurchase mandate 25,461,758<br>3). Number of shares repurchased on the Exchange or another stock exchange under the repurchase mandate (a) 4,338,591<br>4). As a % of number of issued shares (excluding treasury shares) as at the date of the resolution granting the repurchase mandate<br>(a) x 100 / number of issued shares (excluding treasury shares) as at the date of the resolution granting the repurchase mandate<br>1.704 %<br>5). Moratorium period for any issue of new shares, or sale or transfer of treasury shares after the share repurchase(s) set out in Part A<br>(Note 2)<br>Up to 24 September 2026 |
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FF305<br>Page 8 of 9 v 1.3.0<br>We hereby confirm that the repurchases made on another stock exchange set out in Part A above were made in accordance with the Main Board Rules and that there have been no material<br>changes to the particulars contained in the Explanatory Statement dated June 8, 2026, which has been filed with the Exchange. We also confirm that any repurchases made on another stock<br>exchange set out in Part A above were made in accordance with the domestic rules applying to repurchases on that other stock exchange.<br>Remarks: B2) 25,461,758 was calculated based on 10% of the total number of issued and outstanding shares (excluding treasury shares) of the Company as at 30 June 2026,<br>comprising 245,733,181 Class A ordinary shares (excluding 5,174,334 bulk issuance shares) and 15,233,755 Class B ordinary shares, deducting a total of 6,349,356<br>Class A ordinary shares represented by ADSs were repurchased on the New York Stock Exchange for cancellation but not yet canceled as at 30 June 2026.<br>Notes to Section II:<br>1. Please state whether the repurchase was made on the Exchange, on another stock exchange (stating the name of the exchange), by private arrangement or by general offer.<br>2. Subject to the carve-out set out in Main Board Rule 10.06(3)(a)/ GEM Rule 13.12, an issuer may not (i) make a new issue of shares, or a sale or transfer of any treasury shares; or (ii)<br>announce a proposed new issue of shares, or a sale or transfer of any treasury shares, for a period of 30 days after any purchase by it of shares, whether on the Exchange or otherwise,<br>without the prior approval of the Exchange. |
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FF305<br>Page 9 of 9 v 1.3.0<br>Section III must also be completed by a listed issuer where it has made a sale of treasury shares on the Exchange or any other stock exchange on which the issuer is listed which is discloseable<br>under Main Board Rule 10.06B / GEM Rule 13.14B.<br>Report of on-market sale of treasury shares Not applicable<br>Submitted by: Lau Yee Wa<br>(Name)<br>Title: Company Secretary<br>(Director, Secretary or other Duly Authorised Officer) |
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Exhibit 99.4
Zhihu Inc.
(the “Company”)
AMENDED AND RESTATED CHARTER OF THE NOMINATION COMMITTEE OF THE BOARD OF DIRECTORS
(Amended and Restated by the Board of Directors of
the Company and effective on August 26, 2026)
| I. | PURPOSE<br>OF THE COMMITTEE |
|---|
The purpose of the Nomination Committee (the “Committee”) of the Board of Directors (the “Board”) of the Company shall be to recommend criteria for the selection of candidates to the Board and its committees, identify and to recommend to the Board individuals it determines to be well-qualified, willing and available to serve as directors of the Company and on committees of the Board; to advise the Board with respect to the Board composition, procedures and committees; to review periodically the size of the Board and recommend to the Board any appropriate changes; and to make recommendations to the Board as to determinations of director independence.
| II. | COMPOSITION<br>OF THE COMMITTEE |
|---|
The Committee shall consist of two or more directors, as determined from time to time by the Board, with at least one director of a different gender, and a majority of independent directors as defined under the requirements of the New York Stock Exchange and independent non-executive directors under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Hong Kong Listing Rules”) (as amended from time to time). Each member of the Committee shall be qualified to serve on the Committee pursuant to the requirements of the New York Stock Exchange, the Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”), and any additional requirements that the Board deems appropriate.
The chairperson of the Committee, who must be an independent non-executive director, shall be designated by the Board; provided that if the Board does not so designate a chairperson, the members of the Committee, by a majority vote, may designate a chairperson. Any vacancy on the Committee shall be filled by the Board. No member of the Committee shall be removed except by the Board.
| III. | MEETINGS<br>AND PROCEDURES OF THE COMMITTEE |
|---|
The Committee shall meet as often as it determines necessary to carry out its duties and responsibilities, but no less frequently than once annually. The Committee, in its discretion, may ask members of management or others to attend its meetings (or portions thereof) and to provide pertinent information as necessary.
A majority of the members of the Committee present in person or by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other shall constitute a quorum.
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The Committee shall maintain minutes of its meetings and records relating to those meetings and shall report regularly to the Board on its activities, as appropriate.
| IV. | DUTIES AND RESPONSIBILITIES<br>OF THE COMMITTEE |
|---|
The authorities and responsibilities of the Committee shall include such responsibilities and authorities set out in (i) the relevant requirement of the NYSE Listed Company Manual, (ii) the relevant code provisions of the Corporate Governance Code as contained in Appendix 14 to the Hong Kong Listing Rules (as amended from time to time), and (iii) Rules 8A.27 and 8A.28 of the Hong Kong Listing Rules (as amended form time to time), in addition to the authorities and responsibilities as set out below.
| A. | Board Candidates and Nominees |
|---|
The following duties and responsibilities with respect to Board candidates and nominees are within the authority of the Committee and the Committee shall, consistent with and subject to applicable law and rules and regulations promulgated by the United States Securities and Exchange Commission (the “SEC”), the New York Stock Exchange, the Hong Kong Securities and Futures Commission (the “SFC”), and the Hong Kong Stock Exchange, or any other applicable regulatory authority:
| (a) | identify<br>and, if appropriate, interview individuals who are suitably qualified to become a member<br>of the Board and to select or make recommendations to the Board on the selection of individuals<br>nominated by the shareholders of the Company or others for directorships; |
|---|---|
| (b) | review<br>the background and qualifications of individuals being considered as director candidates;<br>provided that among the qualifications considered in the selection of candidates,<br>the Committee shall look at the following attributes and criteria of candidates: experience,<br>skills, expertise, diversity, personal and professional integrity, character, business judgment,<br>time availability in light of other commitments, dedication, conflicts of interest, and such<br>other relevant factors that the Committee considers appropriate in the context of the needs<br>of the Board; |
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| (c) | recommend<br>to the Board the director nominees for election by the shareholders of the Company or appointment<br>by the Board, as the case may be, pursuant to the then effective memorandum and articles<br>of association of the Company, which recommendations shall be consistent with the criteria<br>for selecting directors established by the Board from time to time; and |
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| (d) | review<br>the suitability for continued service as a director of each Board member when his or her<br>term expires and when he or she has a change in status, including, but not limited to, an<br>employment change, and to recommend whether or not the director should be re-nominated. |
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| B. | Board Composition, Size<br>and Procedures |
|---|
The following duties and responsibilities with respect to the composition and procedures of the Board as a whole are within the authority of the Committee and the Committee shall, consistent with and subject to applicable law and rules and regulations promulgated by the SEC, the New York Stock Exchange, the SFC and the Hong Kong Stock Exchange, or any other applicable regulatory authority:
| (a) | review<br>annually with the Board the structure, size and composition of the Board as a whole and to<br>recommend, if necessary, measures to be taken so that the Board reflects the appropriate<br>balance of independence, knowledge, experience, skills, expertise and diversity required<br>for the Board as a whole and contains at least the minimum number of independent directors<br>required by the New York Stock Exchange and the Hong Kong Stock Exchange, and to make recommendations<br>on any proposed changes to the Board to complement the Company’s corporate strategy; |
|---|---|
| (b) | assist<br>the Board in maintaining a board skills matrix; |
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| (c) | review<br>periodically the size of the Board and recommend to the Board any appropriate changes; |
| --- | --- |
| (d) | make<br>recommendations on the frequency and structure of Board meetings; |
| --- | --- |
| (e) | make<br>recommendations concerning any other aspect of the procedures of the Board that the Committee<br>considers warranted, including, but not limited, to procedures with respect to the waiver<br>by the Board of any Company rule, guideline, procedure or corporate governance principle; |
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| (f) | assess<br>the independence of independent non-executive directors; |
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| (g) | make<br>recommendations to the Board on the appointment or re-appointment of directors and succession<br>planning for directors, in particular, the chairman of the Board and the chief executive<br>of the Company; and |
| --- | --- |
| (h) | support<br>the Company’s regular evaluation of the Board’s performance. |
| --- | --- |
| C. | Board Committees |
| --- | --- |
The following duties and responsibilities with respect to the committee structure of the Board are within the authority of the Committee and the Committee shall, consistent with and subject to applicable law and rules and regulations promulgated by the SEC, the New York Stock Exchange, the SFC and the Hong Kong Stock Exchange, or any other applicable regulatory authority:
| (a) | make<br>recommendations to the Board regarding the size and composition of each standing committee<br>of the Board, including the identification of individuals qualified to serve as members of<br>a committee, including the Committee, and recommend individual directors to fill any vacancy<br>that might occur on a committee, including the Committee; |
|---|
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| (b) | monitor<br>the functioning of the committees of the Board and make recommendations for any changes,<br>including the creation and elimination of committees; |
|---|---|
| (c) | review<br>annually committee assignments and the policy with respect to the rotation of committee memberships<br>and/or chairpersonships, and report any recommendations to the Board; and |
| --- | --- |
| (d) | recommend<br>that the Board establish such special committees as may be desirable or necessary from time<br>to time in order to address ethical, legal or other matters that may arise; provided that<br>the Committee’s power to make such a recommendation under this Charter shall be without<br>prejudice to the right of any other committee of the Board, or any individual director, to<br>make such a recommendation at any time. |
| --- | --- |
| V. | EVALUATION<br>OF THE COMMITTEE |
| --- | --- |
The Committee shall, on an annual basis, evaluate its performance. In conducting this review, the Committee shall evaluate whether this Charter appropriately addresses the matters that are or should be within its scope and shall recommend such changes as it deems necessary or appropriate. The Committee shall address all matters that the Committee considers relevant to its performance, including at least the following: the adequacy, appropriateness and quality of the information and recommendations presented by the Committee to the Board, the manner in which they were discussed or debated, and whether the number and length of meetings of the Committee were adequate for the Committee to complete its work in a thorough and thoughtful manner. The Committee shall deliver to the Board a report, which may be oral, setting forth the results of its evaluation, including any recommended amendments to this Charter and any recommended changes to the Company’s or the Board’s policies or procedures.
| VI. | INVESTIGATIONS AND STUDIES;<br>OUTSIDE ADVISERS |
|---|
The Committee may conduct or authorize investigations into or studies of matters within the Committee’s scope of responsibilities, and may retain, at the Company’s expense, such independent counsel or other consultants or advisers as it deems necessary.
* * *
While the members of the Committee have the duties and responsibilities set forth in this Charter, nothing contained in this Charter is intended to create, or should be construed as creating, any responsibility or liability of members of the Committee, except to the extent otherwise provided under applicable law.
This Charter is available for viewing in English and traditional Chinese. If there is any inconsistency between the English and the traditional Chinese versions of this Charter, the English version shall prevail over the traditional Chinese version.
4
Exhibit 99.5
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FF305<br>Page 1 of 9 v 1.3.0<br>Next Day Disclosure Return<br>(Equity issuer - changes in issued shares or treasury shares, share buybacks and/or on-market sales of treasury shares)<br>Instrument: Equity issuer Status: New Submission<br>Name of Issuer: Zhihu Inc.<br>Date Submitted: 27 August 2026<br>Section I must be completed by a listed issuer where there has been a change in its issued shares or treasury shares which is discloseable pursuant to rule 13.25A of the Rules Governing the<br>Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Exchange”) (the “Main Board Rules”) or rule 17.27A of the Rules Governing the Listing of Securities on GEM of the<br>Exchange (the “GEM Rules”).<br>Section I<br>1. Class of shares WVR ordinary shares Type of shares A Listed on the Exchange Yes<br>Stock code (if listed) 02390 Description<br>A. Changes in issued shares or treasury shares<br>Events<br>Changes in issued shares<br>(excluding treasury shares)<br>Number of issued<br>shares (excluding<br>treasury shares)<br>As a % of existing<br>number of issued<br>shares (excluding<br>treasury shares) before<br>the relevant event<br>(Note 3)<br>Changes in treasury<br>shares<br>Number of treasury<br>shares<br>Issue/ selling price per<br>share (Note 4)<br>Total number of issued<br>shares<br>Opening balance as at (Note 1) 25 August 2026 244,789,786 0 244,789,786<br>1). Other (please specify)<br>See Part B<br>Date of changes 26 August 2026<br>%<br>Closing balance as at (Notes 5 and 6) 26 August 2026 244,789,786 0 244,789,786 |
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FF305<br>Page 2 of 9 v 1.3.0<br>B. Shares redeemed or repurchased for cancellation but not yet cancelled as at the closing balance date (Notes 5 and 6)<br>1). Shares repurchased for cancellation but not yet canceled<br>Date of changes 01 July 2026<br>108,498 0.041 % USD 1.058<br>2). Shares repurchased for cancellation but not yet canceled<br>Date of changes 02 July 2026<br>135,000 0.051 % USD 1.0484<br>3). Shares repurchased for cancellation but not yet canceled<br>Date of changes 06 July 2026<br>113,208 0.043 % USD 1.0608<br>4). Shares repurchased for cancellation but not yet canceled<br>Date of changes 07 July 2026<br>100,641 0.038 % USD 1.0811<br>5). Shares repurchased for cancellation but not yet canceled<br>Date of changes 08 July 2026<br>111,318 0.042 % USD 1.0705<br>6). Shares repurchased for cancellation but not yet canceled<br>Date of changes 09 July 2026<br>124,254 0.047 % USD 1.0615<br>7). Shares repurchased for cancellation but not yet canceled<br>Date of changes 10 July 2026<br>122,445 0.046 % USD 1.0899<br>8). Shares repurchased for cancellation but not yet canceled<br>Date of changes 13 July 2026<br>131,334 0.049 % USD 1.0908<br>9). Shares repurchased for cancellation but not yet canceled<br>Date of changes 14 July 2026<br>129,330 0.049 % USD 1.0944<br>10). Shares repurchased for cancellation but not yet canceled<br>Date of changes 15 July 2026<br>127,896 0.048 % USD 1.0944<br>11). Shares repurchased for cancellation but not yet canceled<br>Date of changes 16 July 2026<br>90,432 0.034 % USD 1.0858 |
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FF305<br>Page 3 of 9 v 1.3.0<br>12). Shares repurchased for cancellation but not yet canceled<br>Date of changes 17 July 2026<br>112,047 0.042 % USD 1.0523<br>13). Shares repurchased for cancellation but not yet canceled<br>Date of changes 20 July 2026<br>126,138 0.047 % USD 1.0626<br>14). Shares repurchased for cancellation but not yet canceled<br>Date of changes 21 July 2026<br>77,673 0.029 % USD 1.0594<br>15). Shares repurchased for cancellation but not yet canceled<br>Date of changes 22 July 2026<br>84,732 0.032 % USD 1.0557<br>16). Shares repurchased for cancellation but not yet canceled<br>Date of changes 23 July 2026<br>127,761 0.048 % USD 1.0416<br>17). Shares repurchased for cancellation but not yet canceled<br>Date of changes 24 July 2026<br>131,601 0.049 % USD 1.0576<br>18). Shares repurchased for cancellation but not yet canceled<br>Date of changes 27 July 2026<br>114,864 0.043 % USD 1.0785<br>19). Shares repurchased for cancellation but not yet canceled<br>Date of changes 28 July 2026<br>98,460 0.038 % USD 1.0896<br>20). Shares repurchased for cancellation but not yet canceled<br>Date of changes 29 July 2026<br>104,430 0.04 % USD 1.1116<br>21). Shares repurchased for cancellation but not yet canceled<br>Date of changes 30 July 2026<br>105,000 0.04 % USD 1.0914<br>22). Shares repurchased for cancellation but not yet canceled<br>Date of changes 31 July 2026<br>97,752 0.038 % USD 1.0926<br>23). Shares repurchased for cancellation but not yet canceled<br>Date of changes 03 August 2026<br>97,581 0.038 % USD 1.1041 |
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FF305<br>Page 4 of 9 v 1.3.0<br>24). Shares repurchased for cancellation but not yet canceled<br>Date of changes 04 August 2026<br>105,000 0.04 % USD 1.1066<br>25). Shares repurchased for cancellation but not yet canceled<br>Date of changes 05 August 2026<br>100,644 0.039 % USD 1.0945<br>26). Shares repurchased for cancellation but not yet canceled<br>Date of changes 06 August 2026<br>96,618 0.037 % USD 1.0838<br>27). Shares repurchased for cancellation but not yet canceled<br>Date of changes 07 August 2026<br>80,502 0.031 % USD 1.0825<br>28). Shares repurchased for cancellation but not yet canceled<br>Date of changes 10 August 2026<br>101,289 0.039 % USD 1.0986<br>29). Shares repurchased for cancellation but not yet canceled<br>Date of changes 11 August 2026<br>95,079 0.037 % USD 1.1015<br>30). Shares repurchased for cancellation but not yet canceled<br>Date of changes 12 August 2026<br>86,001 0.033 % USD 1.0653<br>31). Shares repurchased for cancellation but not yet canceled<br>Date of changes 13 August 2026<br>99,522 0.038 % USD 1.0677<br>32). Shares repurchased for cancellation but not yet canceled<br>Date of changes 14 August 2026<br>105,000 0.04 % USD 1.0618<br>33). Shares repurchased for cancellation but not yet canceled<br>Date of changes 17 August 2026<br>119,613 0.046 % USD 1.0602<br>34). Shares repurchased for cancellation but not yet canceled<br>Date of changes 18 August 2026<br>125,856 0.048 % USD 1.045<br>35). Shares repurchased for cancellation but not yet canceled<br>Date of changes 19 August 2026<br>84,003 0.032 % USD 1.0551 |
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FF305<br>Page 5 of 9 v 1.3.0<br>36). Shares repurchased for cancellation but not yet canceled<br>Date of changes 20 August 2026<br>125,856 0.048 % USD 1.0583<br>37). Shares repurchased for cancellation but not yet canceled<br>Date of changes 21 August 2026<br>98,517 0.038 % USD 1.0739<br>38). Shares repurchased for cancellation but not yet canceled<br>Date of changes 24 August 2026<br>76,596 0.029 % USD 1.0643<br>39). Shares repurchased for cancellation but not yet canceled<br>Date of changes 25 August 2026<br>126,291 0.049 % USD 1.0561<br>40). Shares repurchased for cancellation but not yet canceled<br>Date of changes 26 August 2026<br>122,064 0.047 % USD 1.0261<br>Remarks: 40,688 ADS were repurchased on the New York Stock Exchange on August 26, 2026 (U.S. time) at US$3.0784 per ADS. Each ADS represents three class A ordinary<br>shares.<br>The percentage as stated in the above "Changes in issued shares (excluding treasury shares) as a % of existing number of issued shares (excluding treasury shares)<br>before the relevant event" column was calculated based on the Company's issued shares of 259,652,105 (comprising 244,789,786 Class A ordinary shares and<br>14,862,319 Class B ordinary shares). |
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FF305<br>Page 6 of 9 v 1.3.0<br>Confirmation Not applicable<br>Notes to Section I:<br>1. Please insert the closing balance date of the last Next Day Disclosure Return published pursuant to Main Board Rule 13.25A / GEM Rule 17.27A or Monthly Return pursuant to Main<br>Board Rule 13.25B / GEM Rule 17.27B, whichever is the later.<br>2. Please set out all changes in issued shares or treasury shares requiring disclosure pursuant to Main Board Rule 13.25A / GEM Rule 17.27A together with the relevant dates of<br>changes. Each category will need to be disclosed individually with sufficient information to enable the user to identify the relevant category in the listed issuer's Monthly Return. For<br>example, multiple issues of shares as a result of multiple exercises of share options under the same share option scheme or of multiple conversions under the same convertible note<br>must be aggregated and disclosed as one category. However, if the issues resulted from exercises of share options under 2 share option schemes or conversions of 2 convertible<br>notes, these must be disclosed as 2 separate categories.<br>3. The percentage change in the number of issued shares (excluding treasury shares) of the listed issuer is to be calculated by reference to the opening balance of the number of issued<br>shares (excluding treasury shares) being disclosed in this Next Day Disclosure Return.<br>4. In the case of a share repurchase or redemption, the “issue/ selling price per share” shall be construed as “repurchase price per share” or “redemption price per share”.<br>Where shares have been issued/ sold/ repurchased/ redeemed at more than one price per share, a volume-weighted average price per share should be given.<br>5. The closing balance date is the date of the last relevant event being disclosed.<br>6. For repurchase or redemption of shares, disclosure is required when the relevant event has occurred (subject to the provisions of Main Board Rules 10.06(4)(a), 13.25A and 13.31 /<br>GEM Rules 13.13(1), 17.27A and 17.35), even if the repurchased or redeemed shares have not yet been cancelled.<br>If repurchased or redeemed shares are to be cancelled upon settlement of such repurchase or redemption after the closing balance date, they shall remain part of the issued shares as<br>at the closing balance date in Part A. Details of these repurchased or redeemed shares shall be disclosed in Part B.<br>7. Items (i) to (viii) are suggested forms of confirmation. The listed issuer may amend the item(s) that is/are not applicable to meet individual cases.<br>8. “Identical” means in this context:<br>- the securities are of the same nominal value with the same amount called up or paid up;<br>- they are entitled to dividend/interest at the same rate and for the same period, so that at the next ensuing distribution, the dividend/interest payable per unit will amount to<br>exactly the same sum (gross and net); and<br>- they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects. |
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FF305<br>Page 7 of 9 v 1.3.0<br>Section II must also be completed by a listed issuer where it has made a repurchase of shares which is discloseable under Main Board Rule 10.06(4)(a) / GEM Rule 13.13(1).<br>Repurchase report<br>Section II<br>1. Class of shares WVR ordinary shares Type of shares A Listed on the Exchange Yes<br>Stock code (if listed) 02390 Description<br>A. Repurchase report<br>Trading date Number of shares<br>repurchased<br>Method of repurchase<br>(Note 1)<br>Repurchase price per share or<br>highest repurchase price per<br>share $<br>Lowest repurchase<br>price per share $ Aggregate price paid $<br>1). 26 August 2026 122,064 On another stock exchange<br>New York Stock Exchange<br>USD 1.0367 USD 1.01 USD 125,252.38<br>Total number of shares<br>repurchased 122,064 Aggregate price paid $ USD 125,252.38<br>Number of shares<br>repurchased for<br>cancellation<br>122,064<br>Number of shares<br>repurchased for holding<br>as treasury shares<br>0<br>B. Additional information for issuer who has a primary listing on the Exchange<br>1). Date of the resolution granting the repurchase mandate 30 June 2026<br>2). Total number of shares which the issuer is authorised to repurchase under the repurchase mandate 25,461,758<br>3). Number of shares repurchased on the Exchange or another stock exchange under the repurchase mandate (a) 4,460,655<br>4). As a % of number of issued shares (excluding treasury shares) as at the date of the resolution granting the repurchase mandate<br>(a) x 100 / number of issued shares (excluding treasury shares) as at the date of the resolution granting the repurchase mandate<br>1.752 %<br>5). Moratorium period for any issue of new shares, or sale or transfer of treasury shares after the share repurchase(s) set out in Part A<br>(Note 2)<br>Up to 25 September 2026 |
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FF305<br>Page 8 of 9 v 1.3.0<br>We hereby confirm that the repurchases made on another stock exchange set out in Part A above were made in accordance with the Main Board Rules and that there have been no material<br>changes to the particulars contained in the Explanatory Statement dated June 8, 2026, which has been filed with the Exchange. We also confirm that any repurchases made on another stock<br>exchange set out in Part A above were made in accordance with the domestic rules applying to repurchases on that other stock exchange.<br>Remarks: B2) 25,461,758 was calculated based on 10% of the total number of issued and outstanding shares (excluding treasury shares) of the Company as at 30 June 2026,<br>comprising 245,733,181 Class A ordinary shares (excluding 5,174,334 bulk issuance shares) and 15,233,755 Class B ordinary shares, deducting a total of 6,349,356<br>Class A ordinary shares represented by ADSs were repurchased on the New York Stock Exchange for cancellation but not yet canceled as at 30 June 2026.<br>Notes to Section II:<br>1. Please state whether the repurchase was made on the Exchange, on another stock exchange (stating the name of the exchange), by private arrangement or by general offer.<br>2. Subject to the carve-out set out in Main Board Rule 10.06(3)(a)/ GEM Rule 13.12, an issuer may not (i) make a new issue of shares, or a sale or transfer of any treasury shares; or (ii)<br>announce a proposed new issue of shares, or a sale or transfer of any treasury shares, for a period of 30 days after any purchase by it of shares, whether on the Exchange or otherwise,<br>without the prior approval of the Exchange. |
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FF305<br>Page 9 of 9 v 1.3.0<br>Section III must also be completed by a listed issuer where it has made a sale of treasury shares on the Exchange or any other stock exchange on which the issuer is listed which is discloseable<br>under Main Board Rule 10.06B / GEM Rule 13.14B.<br>Report of on-market sale of treasury shares Not applicable<br>Submitted by: Lau Yee Wa<br>(Name)<br>Title: Company Secretary<br>(Director, Secretary or other Duly Authorised Officer) |
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Exhibit 99.6
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FF305<br>Page 1 of 9 v 1.3.0<br>Next Day Disclosure Return<br>(Equity issuer - changes in issued shares or treasury shares, share buybacks and/or on-market sales of treasury shares)<br>Instrument: Equity issuer Status: New Submission<br>Name of Issuer: Zhihu Inc.<br>Date Submitted: 28 August 2026<br>Section I must be completed by a listed issuer where there has been a change in its issued shares or treasury shares which is discloseable pursuant to rule 13.25A of the Rules Governing the<br>Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Exchange”) (the “Main Board Rules”) or rule 17.27A of the Rules Governing the Listing of Securities on GEM of the<br>Exchange (the “GEM Rules”).<br>Section I<br>1. Class of shares WVR ordinary shares Type of shares A Listed on the Exchange Yes<br>Stock code (if listed) 02390 Description<br>A. Changes in issued shares or treasury shares<br>Events<br>Changes in issued shares<br>(excluding treasury shares)<br>Number of issued<br>shares (excluding<br>treasury shares)<br>As a % of existing<br>number of issued<br>shares (excluding<br>treasury shares) before<br>the relevant event<br>(Note 3)<br>Changes in treasury<br>shares<br>Number of treasury<br>shares<br>Issue/ selling price per<br>share (Note 4)<br>Total number of issued<br>shares<br>Opening balance as at (Note 1) 26 August 2026 244,789,786 0 244,789,786<br>1). Other (please specify)<br>See Part B<br>Date of changes 27 August 2026<br>%<br>Closing balance as at (Notes 5 and 6) 27 August 2026 244,789,786 0 244,789,786 |
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FF305<br>Page 2 of 9 v 1.3.0<br>B. Shares redeemed or repurchased for cancellation but not yet cancelled as at the closing balance date (Notes 5 and 6)<br>1). Shares repurchased for cancellation but not yet canceled<br>Date of changes 01 July 2026<br>108,498 0.041 % USD 1.058<br>2). Shares repurchased for cancellation but not yet canceled<br>Date of changes 02 July 2026<br>135,000 0.051 % USD 1.0484<br>3). Shares repurchased for cancellation but not yet canceled<br>Date of changes 06 July 2026<br>113,208 0.043 % USD 1.0608<br>4). Shares repurchased for cancellation but not yet canceled<br>Date of changes 07 July 2026<br>100,641 0.038 % USD 1.0811<br>5). Shares repurchased for cancellation but not yet canceled<br>Date of changes 08 July 2026<br>111,318 0.042 % USD 1.0705<br>6). Shares repurchased for cancellation but not yet canceled<br>Date of changes 09 July 2026<br>124,254 0.047 % USD 1.0615<br>7). Shares repurchased for cancellation but not yet canceled<br>Date of changes 10 July 2026<br>122,445 0.046 % USD 1.0899<br>8). Shares repurchased for cancellation but not yet canceled<br>Date of changes 13 July 2026<br>131,334 0.049 % USD 1.0908<br>9). Shares repurchased for cancellation but not yet canceled<br>Date of changes 14 July 2026<br>129,330 0.049 % USD 1.0944<br>10). Shares repurchased for cancellation but not yet canceled<br>Date of changes 15 July 2026<br>127,896 0.048 % USD 1.0944<br>11). Shares repurchased for cancellation but not yet canceled<br>Date of changes 16 July 2026<br>90,432 0.034 % USD 1.0858 |
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FF305<br>Page 3 of 9 v 1.3.0<br>12). Shares repurchased for cancellation but not yet canceled<br>Date of changes 17 July 2026<br>112,047 0.042 % USD 1.0523<br>13). Shares repurchased for cancellation but not yet canceled<br>Date of changes 20 July 2026<br>126,138 0.047 % USD 1.0626<br>14). Shares repurchased for cancellation but not yet canceled<br>Date of changes 21 July 2026<br>77,673 0.029 % USD 1.0594<br>15). Shares repurchased for cancellation but not yet canceled<br>Date of changes 22 July 2026<br>84,732 0.032 % USD 1.0557<br>16). Shares repurchased for cancellation but not yet canceled<br>Date of changes 23 July 2026<br>127,761 0.048 % USD 1.0416<br>17). Shares repurchased for cancellation but not yet canceled<br>Date of changes 24 July 2026<br>131,601 0.049 % USD 1.0576<br>18). Shares repurchased for cancellation but not yet canceled<br>Date of changes 27 July 2026<br>114,864 0.043 % USD 1.0785<br>19). Shares repurchased for cancellation but not yet canceled<br>Date of changes 28 July 2026<br>98,460 0.038 % USD 1.0896<br>20). Shares repurchased for cancellation but not yet canceled<br>Date of changes 29 July 2026<br>104,430 0.04 % USD 1.1116<br>21). Shares repurchased for cancellation but not yet canceled<br>Date of changes 30 July 2026<br>105,000 0.04 % USD 1.0914<br>22). Shares repurchased for cancellation but not yet canceled<br>Date of changes 31 July 2026<br>97,752 0.038 % USD 1.0926<br>23). Shares repurchased for cancellation but not yet canceled<br>Date of changes 03 August 2026<br>97,581 0.038 % USD 1.1041 |
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FF305<br>Page 4 of 9 v 1.3.0<br>24). Shares repurchased for cancellation but not yet canceled<br>Date of changes 04 August 2026<br>105,000 0.04 % USD 1.1066<br>25). Shares repurchased for cancellation but not yet canceled<br>Date of changes 05 August 2026<br>100,644 0.039 % USD 1.0945<br>26). Shares repurchased for cancellation but not yet canceled<br>Date of changes 06 August 2026<br>96,618 0.037 % USD 1.0838<br>27). Shares repurchased for cancellation but not yet canceled<br>Date of changes 07 August 2026<br>80,502 0.031 % USD 1.0825<br>28). Shares repurchased for cancellation but not yet canceled<br>Date of changes 10 August 2026<br>101,289 0.039 % USD 1.0986<br>29). Shares repurchased for cancellation but not yet canceled<br>Date of changes 11 August 2026<br>95,079 0.037 % USD 1.1015<br>30). Shares repurchased for cancellation but not yet canceled<br>Date of changes 12 August 2026<br>86,001 0.033 % USD 1.0653<br>31). Shares repurchased for cancellation but not yet canceled<br>Date of changes 13 August 2026<br>99,522 0.038 % USD 1.0677<br>32). Shares repurchased for cancellation but not yet canceled<br>Date of changes 14 August 2026<br>105,000 0.04 % USD 1.0618<br>33). Shares repurchased for cancellation but not yet canceled<br>Date of changes 17 August 2026<br>119,613 0.046 % USD 1.0602<br>34). Shares repurchased for cancellation but not yet canceled<br>Date of changes 18 August 2026<br>125,856 0.048 % USD 1.045<br>35). Shares repurchased for cancellation but not yet canceled<br>Date of changes 19 August 2026<br>84,003 0.032 % USD 1.0551 |
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FF305<br>Page 5 of 9 v 1.3.0<br>36). Shares repurchased for cancellation but not yet canceled<br>Date of changes 20 August 2026<br>125,856 0.048 % USD 1.0583<br>37). Shares repurchased for cancellation but not yet canceled<br>Date of changes 21 August 2026<br>98,517 0.038 % USD 1.0739<br>38). Shares repurchased for cancellation but not yet canceled<br>Date of changes 24 August 2026<br>76,596 0.029 % USD 1.0643<br>39). Shares repurchased for cancellation but not yet canceled<br>Date of changes 25 August 2026<br>126,291 0.049 % USD 1.0561<br>40). Shares repurchased for cancellation but not yet canceled<br>Date of changes 26 August 2026<br>122,064 0.047 % USD 1.0261<br>41). Shares repurchased for cancellation but not yet canceled<br>Date of changes 27 August 2026<br>104,916 0.04 % USD 1.0219<br>Remarks: 34,972 ADS were repurchased on the New York Stock Exchange on August 27, 2026 (U.S. time) at US$3.0656 per ADS. Each ADS represents three class A ordinary<br>shares.<br>The percentage as stated in the above "Changes in issued shares (excluding treasury shares) as a % of existing number of issued shares (excluding treasury shares)<br>before the relevant event" column was calculated based on the Company's issued shares of 259,652,105 (comprising 244,789,786 Class A ordinary shares and<br>14,862,319 Class B ordinary shares). |
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FF305<br>Page 6 of 9 v 1.3.0<br>Confirmation Not applicable<br>Notes to Section I:<br>1. Please insert the closing balance date of the last Next Day Disclosure Return published pursuant to Main Board Rule 13.25A / GEM Rule 17.27A or Monthly Return pursuant to Main<br>Board Rule 13.25B / GEM Rule 17.27B, whichever is the later.<br>2. Please set out all changes in issued shares or treasury shares requiring disclosure pursuant to Main Board Rule 13.25A / GEM Rule 17.27A together with the relevant dates of<br>changes. Each category will need to be disclosed individually with sufficient information to enable the user to identify the relevant category in the listed issuer's Monthly Return. For<br>example, multiple issues of shares as a result of multiple exercises of share options under the same share option scheme or of multiple conversions under the same convertible note<br>must be aggregated and disclosed as one category. However, if the issues resulted from exercises of share options under 2 share option schemes or conversions of 2 convertible<br>notes, these must be disclosed as 2 separate categories.<br>3. The percentage change in the number of issued shares (excluding treasury shares) of the listed issuer is to be calculated by reference to the opening balance of the number of issued<br>shares (excluding treasury shares) being disclosed in this Next Day Disclosure Return.<br>4. In the case of a share repurchase or redemption, the “issue/ selling price per share” shall be construed as “repurchase price per share” or “redemption price per share”.<br>Where shares have been issued/ sold/ repurchased/ redeemed at more than one price per share, a volume-weighted average price per share should be given.<br>5. The closing balance date is the date of the last relevant event being disclosed.<br>6. For repurchase or redemption of shares, disclosure is required when the relevant event has occurred (subject to the provisions of Main Board Rules 10.06(4)(a), 13.25A and 13.31 /<br>GEM Rules 13.13(1), 17.27A and 17.35), even if the repurchased or redeemed shares have not yet been cancelled.<br>If repurchased or redeemed shares are to be cancelled upon settlement of such repurchase or redemption after the closing balance date, they shall remain part of the issued shares as<br>at the closing balance date in Part A. Details of these repurchased or redeemed shares shall be disclosed in Part B.<br>7. Items (i) to (viii) are suggested forms of confirmation. The listed issuer may amend the item(s) that is/are not applicable to meet individual cases.<br>8. “Identical” means in this context:<br>- the securities are of the same nominal value with the same amount called up or paid up;<br>- they are entitled to dividend/interest at the same rate and for the same period, so that at the next ensuing distribution, the dividend/interest payable per unit will amount to<br>exactly the same sum (gross and net); and<br>- they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects. |
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FF305<br>Page 7 of 9 v 1.3.0<br>Section II must also be completed by a listed issuer where it has made a repurchase of shares which is discloseable under Main Board Rule 10.06(4)(a) / GEM Rule 13.13(1).<br>Repurchase report<br>Section II<br>1. Class of shares WVR ordinary shares Type of shares A Listed on the Exchange Yes<br>Stock code (if listed) 02390 Description<br>A. Repurchase report<br>Trading date Number of shares<br>repurchased<br>Method of repurchase<br>(Note 1)<br>Repurchase price per share or<br>highest repurchase price per<br>share $<br>Lowest repurchase<br>price per share $ Aggregate price paid $<br>1). 27 August 2026 104,916 On another stock exchange<br>New York Stock Exchange<br>USD 1.0317 USD 1.0067 USD 107,209.47<br>Total number of shares<br>repurchased 104,916 Aggregate price paid $ USD 107,209.47<br>Number of shares<br>repurchased for<br>cancellation<br>104,916<br>Number of shares<br>repurchased for holding<br>as treasury shares<br>0<br>B. Additional information for issuer who has a primary listing on the Exchange<br>1). Date of the resolution granting the repurchase mandate 30 June 2026<br>2). Total number of shares which the issuer is authorised to repurchase under the repurchase mandate 25,461,758<br>3). Number of shares repurchased on the Exchange or another stock exchange under the repurchase mandate (a) 4,565,571<br>4). As a % of number of issued shares (excluding treasury shares) as at the date of the resolution granting the repurchase mandate<br>(a) x 100 / number of issued shares (excluding treasury shares) as at the date of the resolution granting the repurchase mandate<br>1.793 %<br>5). Moratorium period for any issue of new shares, or sale or transfer of treasury shares after the share repurchase(s) set out in Part A<br>(Note 2)<br>Up to 26 September 2026 |
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FF305<br>Page 8 of 9 v 1.3.0<br>We hereby confirm that the repurchases made on another stock exchange set out in Part A above were made in accordance with the Main Board Rules and that there have been no material<br>changes to the particulars contained in the Explanatory Statement dated June 8, 2026, which has been filed with the Exchange. We also confirm that any repurchases made on another stock<br>exchange set out in Part A above were made in accordance with the domestic rules applying to repurchases on that other stock exchange.<br>Remarks: B2) 25,461,758 was calculated based on 10% of the total number of issued and outstanding shares (excluding treasury shares) of the Company as at 30 June 2026,<br>comprising 245,733,181 Class A ordinary shares (excluding 5,174,334 bulk issuance shares) and 15,233,755 Class B ordinary shares, deducting a total of 6,349,356<br>Class A ordinary shares represented by ADSs were repurchased on the New York Stock Exchange for cancellation but not yet canceled as at 30 June 2026.<br>Notes to Section II:<br>1. Please state whether the repurchase was made on the Exchange, on another stock exchange (stating the name of the exchange), by private arrangement or by general offer.<br>2. Subject to the carve-out set out in Main Board Rule 10.06(3)(a)/ GEM Rule 13.12, an issuer may not (i) make a new issue of shares, or a sale or transfer of any treasury shares; or (ii)<br>announce a proposed new issue of shares, or a sale or transfer of any treasury shares, for a period of 30 days after any purchase by it of shares, whether on the Exchange or otherwise,<br>without the prior approval of the Exchange. |
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FF305<br>Page 9 of 9 v 1.3.0<br>Section III must also be completed by a listed issuer where it has made a sale of treasury shares on the Exchange or any other stock exchange on which the issuer is listed which is discloseable<br>under Main Board Rule 10.06B / GEM Rule 13.14B.<br>Report of on-market sale of treasury shares Not applicable<br>Submitted by: Lau Yee Wa<br>(Name)<br>Title: Company Secretary<br>(Director, Secretary or other Duly Authorised Officer) |
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